Marathon Acquisition Corp. Receives Requisite Consents to Amend Warrant Agreement
August 06 2008 - 5:44PM
Marketwired
Marathon Acquisition Corp. (AMEX: MAQ.U) (AMEX: MAQ) (OTCBB:
MAQ.WS) today announced that it has concluded its Consent
Solicitation in connection with the previously-announced merger
with Global Ship Lease, Inc. Pursuant to the Consent Solicitation,
Marathon has received the requisite consent of at least a majority
of its issued and outstanding warrants to amend the Warrant
Agreement governing its outstanding warrants to allow for the
consummation of its merger with Global Ship Lease. As described in
the joint proxy statement/prospectus, the amendment to the warrant
agreement clarifies that the "business combination" contemplated by
the Warrant Agreement includes a merger with Global Ship Lease and
the transactions to be consummated pursuant to the merger agreement
(1) by amending the definition of "business combination" to include
(A) the merger of Marathon with and into another entity and (B) a
merger of Marathon into or with a non-U.S. entity and the
subsequent business combination with another entity and (2) by
making a conforming change to the merger provision to include a
merger of Marathon into or with a non-U.S. entity.
The proposed amendment has been effected by a Third Supplemental
Warrant Agreement, which has been executed by Marathon and the
Warrant Agent.
The shareholder vote to approve the merger and related proposals
is the remaining step to effecting the merger and consummating the
transaction. The shareholder meeting is scheduled for Tuesday,
August 12th, 2008.
Marathon Acquisition Corp.'s trust value per share as of July
31st, 2008 was approximately $7.93.
About Marathon
Marathon Acquisition Corp. is a "blank check" company formed to
acquire, through a merger, capital stock exchange, asset
acquisition or similar business combination, one or more
businesses. In August 2006, Marathon through its initial public
offering raised net of fees and expenses, approximately $308.8
million which included $5.5 million in a private placement of
sponsor warrants that were deposited into a trust account. Marathon
has dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities.
About Global Ship Lease
Global Ship Lease is a rapidly growing containership charter
owner and is currently a subsidiary of CMA CGM. of France ("CMA
CGM"), the world's third largest container shipping company.
Incorporated in the Marshall Islands, Global Ship Lease commenced
operations in December 2007 with a business of owning and
chartering out containerships under long-term, fixed rate charters
to world class container liner companies.
Global Ship Lease currently owns 12 vessels and has contracts in
place to purchase an additional five vessels for $437 million from
CMA CGM four of which are expected to be delivered in December 2008
and one in July 2009. The merger transaction values Global Ship
Lease and its seventeen vessel fleet at approximately $1.0 billion.
Following stockholder and warrantholder approval of the merger,
Marathon's stockholders will own approximately 66% of Global Ship
Lease and CMA CGM will own approximately 34%.
Once all of the contracted vessels have been delivered, Global
Ship Lease will have a 17 vessel fleet with total capacity of
66,297 TEU and a weighted average age of 5.5 years. All of the
contracted vessels are under long-term charters to CMA CGM with an
average remaining charter term of approximately 11 years.
Important Legal Information
In connection with the its previously announced merger with
Global Ship Lease and the required stockholder approval and
warrantholder consent, Marathon has filed with the U.S. Securities
and Exchange Commission (i) a Registration Statement on Form F-4
containing a joint proxy statement/prospectus and (ii) other
documents regarding the proposed transaction. The joint proxy
statement/prospectus and a form of proxy have been mailed to the
stockholders and warrantholders of Marathon, seeking their approval
of the transaction. Before making any voting decision, Marathon's
stockholders are urged to read the joint proxy statement/prospectus
regarding the merger carefully and in its entirety because it
contains important information about the proposed merger.
Marathon's stockholders and warrantholders may obtain, without
charge, a copy of the joint proxy statement/prospectus and other
relevant documents filed with the U.S. Securities and Exchange
Commission from the Commission's website at http://www.sec.gov.
Marathon's stockholders and warrantholders may also obtain, without
charge, a copy of the joint proxy statement/prospectus and other
relevant documents by directing a request by mail to Michael Gross
at Marathon Acquisition Corp., 500 Park Avenue, 5th Floor, New
York, New York 10022 or by telephone at (212) 993-1670.
Marathon and its directors and officers may be deemed to be
participants in the solicitation of proxies from Marathon's
stockholders with respect to the proposed merger. Information about
Marathon's directors and executive officers and their ownership of
Marathon's common stock is set forth in Marathon's annual report on
Form 10-K for the fiscal year ended December 31, 2007. Stockholders
may obtain additional information regarding the interests of
Marathon and its directors and executive officers in the merger,
which may be different than those of Marathon's stockholders
generally, by reading the joint proxy statement/prospectus and
other relevant documents regarding the proposed merger.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Marathon's current expectations
or forecasts of future events. Forward-looking statements include
statements about Marathon's expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are
not historical facts. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will" or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. The risks and uncertainties include, but are not
limited to:
-- future operating or financial results;
-- expectations regarding the strength of the future growth of the
shipping industry, including the rate of annual demand growth in the
international containership industry;
-- future payments of dividends and the availability of cash for payment
of dividends;
-- Global Ship Lease's expectations relating to dividend payments and
forecasts of its ability to make such payments;
-- future acquisitions, business strategy and expected capital spending;
-- operating expenses, availability of crew, number of off-hire days,
drydocking (beyond the disclosed reserve), survey requirements and
insurance costs;
-- general market conditions and shipping industry trends, including
charter rates and factors affecting supply and demand;
-- Global Ship Lease's ability to repay its credit facility and grow
using the available funds under its credit facility;
-- assumptions regarding interest rates and inflation;
-- change in the rate of growth of global and various regional economies;
-- risks incidental to vessel operation, including discharge of
pollutants and vessel collisions;
-- Global Ship Lease's financial condition and liquidity, including its
ability to obtain additional financing in the future (from warrant
exercises or outside services) to fund capital expenditures, acquisitions
and other general corporate activities;
-- estimated future capital expenditures needed to preserve Global Ship
Lease's capital base;
-- ability to effect an acquisition and to meet target returns;
-- Global Ship Lease's expectations about the availability of ships to
purchase, the time that it may take to construct new ships, or the useful
lives of its ships;
-- Global Ship Lease's continued ability to enter into long-term, fixed-
rate charters;
-- Global Ship Lease's ability to capitalize on its management team's and
board of directors' relationships and reputations in the containership
industry to its advantage;
-- changes in governmental and classification societies' rules and
regulations or actions taken by regulatory authorities;
-- expectations about the availability of insurance on commercially
reasonable terms;
-- unanticipated changes in laws and regulations;
-- potential liability from future litigation; and
-- other factors discussed in the section entitled "Risk Factors" in the
joint proxy statement/prospectus.
Marathon's actual results could differ materially from those
anticipated in forward-looking statements for many reasons,
including the factors described in "Risk Factors" in the joint
proxy statement/prospectus. Accordingly, you should not unduly rely
on these forward-looking statements, which speak only as of the
date of this communication. Marathon undertakes no obligation to
publicly revise any forward-looking statement to reflect
circumstances or events after the date of this communication or to
reflect the occurrence of unanticipated events. You should,
however, review the factors and risks Marathon describes in the
reports it will file from time to time with the Securities and
Exchange Commission after the date of this communication.
Media Contact: Andrew Berlin The IGB Group 646-673-9701
Marathon Acquisition Corp (AMEX:MAQ)
Historical Stock Chart
From Jul 2024 to Aug 2024
Marathon Acquisition Corp (AMEX:MAQ)
Historical Stock Chart
From Aug 2023 to Aug 2024